Virginia Foreign LLC Registration

What triggers foreign qualification in Virginia?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in Virginia

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Virginia.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

Virginia's Limited Liability Company Act, codified at Chapter 12 of Title 13.1, lists activities that do not constitute transacting business at Section 13.1-1059.